UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                                   (MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the quarterly period ended June 30, 2003

                                       OR

     [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

              For the transition period from ________ to ________.

                          Commission File No. 000-27277

                                   DTOMI, INC.

             (Exact name of registrant as specified in its charter)




          Nevada                                        98-0207554
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

        200 Ninth Avenue North, Suite 220, Safety Harbor, Florida, 34965
               (Address of principal executive offices, zip code)

                                 (727) 723-8664
              (Registrant's telephone number, including area code)

              (Former name, former address and former fiscal year,
                          if changed since last report)



Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [_]

As of June 30,  2003  there were  7,010,384  shares of the  Registrant's  common
stock, $0.001 par value per share, issued and outstanding. Note: Effective April
7, 2003, the Company effected a 1-for-20 reverse split. The current number noted
herein is postsplit.

Transitional Small Business Disclosure Format (check one):
[_] Yes [X] No


<PAGE>



                                   DTOMI, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE PERIOD ENDED JUNE 30, 2003

                                      INDEX



PART I - FINANCIAL INFORMATION..................................................
   ITEM 1.         Financial Statements.........................................
                   BALANCE SHEETS...............................................
                   STATEMENTS OF OPERATIONS.....................................
                   STATEMENTS OF CASH FLOWS.....................................
                   NOTES TO FINANCIAL STATEMENTS................................
   ITEM 2.        Management's Discussion and Analysis of Financial Condition
                       and Results of Operations................................
PART II - OTHER INFORMATION.....................................................
   ITEM 1.        Legal Proceedings.............................................
   ITEM 2.        Changes in Securities and Use of Proceeds.....................
   ITEM 3.        Defaults Upon Senior Securities...............................
   ITEM 4.        Submission of Matters to a Vote of Security Holders...........
   ITEM 5.        Other Information.............................................
   ITEM 6.        Exhibits and Reports on Form 8-K..............................
SIGNATURES......................................................................





<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  DTOMI, INC.
                         (A Development Stage Company)
                                Balance Sheets


                                                          ASSETS
<TABLE>
<CAPTION>
                                                                                  June 30, 2003
                                                                                    (Unaudited)         December 31, 2002
                                                                                ------------------     --------------------
<S>                                                                             <C>                    <C>
 CURRENT ASSETS
 Cash                                                                           $           1,209      $             6,269

                                                                                ------------------     --------------------
 TOTAL CURRENT ASSETS                                                                       1,209                    6,269
                                                                                ------------------     --------------------

 PROPERTY AND EQUIPMENT, NET                                                               48,070                   63,250
                                                                                ------------------     --------------------

                                                                                ------------------     --------------------
 TOTAL ASSETS                                                                   $          49,279      $            69,519
                                                                                ==================     ====================
                                         Liabilities and Stockholders' Deficiency
 CURRENT LIABILITIES
 Notes and loans payable                                                        $         189,000      $           483,530
 Accounts payable                                                                         155,004                   35,501
 Accounts payable, related party                                                          256,712                  272,197
 Accrued interest                                                                          17,670                   34,000
 Due to affiliate                                                                          46,399                   30,991
 Liabilities assumed                                                                      281,000                        -
 Convertible debentures                                                                    37,000                        -
 Accrued compensation                                                                      27,656                   20,456
                                                                                ------------------     --------------------
 TOTAL CURRENT LIABILITIES                                                              1,010,441                  876,675
                                                                                ------------------     --------------------
 Stockholders' Deficiency
 Preferred stock, par value $0.001; 25,000,000 shares authorized
      None shares issued and outstanding                                                        -                        -
 Common stock, par value $0.001; 100,000,000 shares authorized,
      7,010,384 and 971,021 shares issued and outstanding
      respectively, June 30, 2003 and December 31, 2002                                     7,010                      971
 Common stock issuable, at par value.  (730,769 shares)                                       731                        -

 Additional paid in capital                                                             5,613,220                4,801,698
 Deficit accumulated during the development stage                                      (6,274,294)              (5,578,373)
                                                                                ------------------     --------------------
                                                                                         (653,333)                (775,704)
 Less subscriptions receivable                                                            (10,000)
 Less deferred consulting expense                                                        (297,829)                 (31,452)
                                                                                ------------------     --------------------
 TOTAL STOCKHOLDERS' DEFICIENCY                                                          (961,162)                (807,156)
                                                                                ------------------     --------------------
 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                 $          49,279      $            69,519
                                                                                ==================     ====================
</TABLE>


<PAGE>



                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                 FOR THE         FOR THE              FROM
                                               FOR THE          FOR THE        SIX MONTHS      SIX MONTHS      SEPTEMBER 20,2000
                                             QUARTER ENDED    QUARTER ENDED       ENDED           ENDED          (INCEPTION) TO
                                             JUNE 30, 2003    JUNE 30, 2002    JUNE 30, 2003   JUNE 30, 2002     JUNE 30, 2003
                                            --------------   --------------   --------------  --------------   -------------------

<S>                                         <C>              <C>              <C>             <C>              <C>
Revenues                                    $           -    $           -    $           -   $           -    $           11,837

Cost of Revenues                                        -                -                -               -                   213
                                            --------------   --------------   --------------  --------------   -------------------

Gross Profit                                            -                -                -               -                11,624
OPERATING EXPENSES
Compensation                                       26,107       (1,111,702)           3,160         467,276             2,098,643
Consulting fees                                   133,931           65,600          144,561          78,075             1,340,167
Depreciation                                        7,590           39,255           15,180          39,255               179,619
General and administrative                          5,813            2,445           10,942          25,391               371,651
Professional fees                                  88,361           51,110          172,689         291,249               940,958
Rent expense                                       15,408            7,136           46,224          12,272               117,840
Impairment loss                                   392,559                -          392,559               -               615,998
Sales, marketing and advertising                    4,616                -            4,616               -                80,280
                                            --------------   --------------   --------------  --------------   -------------------
TOTAL OPERATING EXPENSES                          674,385         (946,156)         789,931         913,518             5,745,156
                                            --------------   --------------   --------------  --------------   -------------------
Loss from Operations                             (674,385)         946,156         (789,931)       (913,518)           (5,733,532)
                                            --------------   --------------   --------------  --------------   -------------------
Other Income (Expense)
Other income                                            -                -                -               -                36,466
Interest expense                                   (9,761)               -          (18,224)              -              (595,186)
Settlement gain/loss, net                         112,634                -          112,634        (322,000)               17,958
                                            --------------   --------------   --------------  --------------   -------------------
TOTAL OTHER EXPENSES, NET                         102,873                -           94,410        (322,000)             (540,762)
                                            --------------   --------------   --------------  --------------   -------------------
Net Loss                                    $    (571,512)   $     946,156    $    (695,521)  $  (1,235,518)   $       (6,274,294)
                                            ==============   ==============   ==============  ==============   ===================
Basic and Diluted Loss Per Common Share:            (0.15)            0.06            (0.30)          (0.08)                (7.01)
                                            ==============   ==============   ==============  ==============   ===================
Weighted average common shares outstanding      3,723,200       16,733,112        2,354,592      15,438,852               895,425
                                            ==============   ==============   ==============  ==============   ===================
</TABLE>


<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                    CASH FLOW
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                                FROM
                                                                                                         SEPTEMBER 20, 2000
                                                                         SIX MONTHS ENDED JUNE 30,        (INCEPTION) TO
                                                                          2003              2002           JUNE 30, 2003
                                                                       ------------     -------------    ------------------
<S>                                                                    <C>              <C>              <C>
Cash Flows from Operating Activities:
    Net Loss                                                           $  (695,921)     $ (1,152,512)    $      (6,274,294)
    Adjustments to reconcile net loss to net cash used
       in operating activities:
       Stock and options issued for services                               110,460           697,270             2,623,494
       Bad debt                                                                  -                 -                 1,125
       Stock based settlement gain                                         (78,080)                -               283,514
       Other settlement loss                                                     -                 -                70,241
       Depreciation and amortization                                        15,180            39,255               179,619
       Impairment loss                                                     392,559                 -               565,247
       Compensation converted to promissiry note                                 -                 -                15,000
       Deferred consulting amortization                                     82,446                 -                82,446
    Changes in operating liabilities:
       (Increase) decrease in:
          Accounts payable                                                       -                 -                  (310)
          Due from officer                                                       -            (4,486)                    -
          Due from affiliate                                                     -              (607)                    -
       Increase (decrease) in:
          Accounts payable                                                 104,018           273,193               671,425
          Accrued compensation, officer                                      7,200                 -                27,656
          Accrued interest                                                 (16,330)                -               187,935
          Note payable                                                           -            12,550                     -
          Liabilities assumed                                              (19,000)                -               (19,000)
                                                                       ------------     -------------    ------------------
NET CASH USED IN OPERATING ACTIVITIES                                      (97,468)         (135,337)           (1,585,902)
                                                                       ------------     -------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                           -                 -                (2,700)
    Purchase of keywords intangible assets                                       -                 -                (2,400)
    Deposits                                                                     -                 -                  (120)
    Loan to predecessor                                                          -                 -              (152,207)
                                                                       ------------     -------------    ------------------
NET CASH USED IN INVESTING ACTIVITIES                                            -                 -              (157,427)

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from affiliate loans                                           15,408                 -                46,399
    Proceeds from convertible debentures                                    37,000                 -                37,000
    Cash acquired in asset purchase                                              -                 -                 9,740
    Cash overdraft                                                               -                 -                 5,107
    Loan proceeds                                                                -           151,000                     -
    Proceeds from exercise of warrants & options                            10,000               100               177,600
    Repayment to former officer                                                  -            (2,450)               (2,450)
    Proceeds from sale of common stock                                      30,000                 -                30,000
    Proceeds from notes payable                                                  -                 -             1,441,142
                                                                       ------------     -------------    ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                   92,408           148,650             1,744,538
                                                                       ------------     -------------    ------------------

Net Increase (Decrease) in Cash                                        $    (5,060)     $     13,313     $           1,209

Cash Beginning of Period                                                     6,269                 -                     -
                                                                       ------------     -------------    ------------------

                                                                       ------------     -------------    ------------------
CASH END OF PERIOD                                                     $     1,209      $     13,313     $           1,209
                                                                       ============     =============    ==================
</TABLE>


<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (Unaudited)

NOTE 1 BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the United States Securities and Exchange
Commission for interim consolidated financial information. Accordingly, they do
not include all the information and footnotes necessary for a comprehensive
presentation of financial position and results of operations and should be read
in conjunction with the Company's Annual Report Form 10-KSB for the year ended
December 31, 2002.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of this pronouncement does not have a material effect on the
earnings or financial position of the Company.

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after January 31, 2003. For those arrangements entered into prior to
January 31, 2003, the FIN 46 provisions are required to be adopted at the
beginning of the first interim or annual period beginning after June 15, 2003.
The Company has not identified any variable interest entities to date and will
continue to evaluate whether it has variable interest entities that will have a
significant impact on its consolidated balance sheet and results of operations.


<PAGE>


NOTE 2 ASSET ACQUISITION
------------------------

On April 7, 2003, the Company executed an Asset Purchase Agreement to acquire a
patent and assume certain liabilities totaling $300,000, which are unspecified
in the Agreement, relating to that patent in exchange for 711,992 common shares
of the Company. The purchase price of $92,559 is based on the 711,992 shares at
the contemporaneous offering price of $0.13 per share.

Allocation of the purchase price to the asset and liabilities is estimated as
follows:


---------------------  -----------------
Patent                 $        392,559
---------------------  -----------------
Liabilities                    (300,000)
---------------------  -----------------
Purchase price         $         92,559
---------------------  =================



Subsequent to the quarter ended June 30, 2003, this agreement was terminated
(See Note 5). Therefore the patent was deemed to be fully impaired at June 30,
2003.


NOTE 3 STOCKHOLDERS' DEFICIENCY
-------------------------------

STOCK ISSUANCES

On May 21, 2003 and May 28, 2003, the Company authorized and issued 1,362,334
and 1,000,000 common shares respectively for consulting services under 6-month
consulting agreements terminating on November 21, 2003 and November 28, 2003.
Since the shares were considered fully vested and non-forfeitable upon issuance,
they were valued based on the contemporaneous offering price of $0.13 per share,
resulting in an aggregate value of $307,103. This amount is being recognized
over the 6-month term with $51,184 recognized as consulting expense in the
second quarter and $255,920 recorded as a deferred consulting fee component of
equity at June 30, 2003. In June 2003, the company authorized 1,400,000 common
shares for services rendered. These shares are valued at $182,000 based on the
contemporaneous offering price of $0.13 share. $65,000 is recorded as legal
expenses, $52,000 is recorded as consulting expenses and the remaining $65,000
is recorded as compensation for the second quarter 2003. Of the total 1,400,000
shares authorized, 1,000,000 shares were issued and 500,000 are recorded as
common stock issuable at June 30, 2003.

In June 2003, 1,665,000 common shares were issued as settlement of loan payable.
The shares were valued based on the contemporaneous offering price of $0.13 per
share for a total value of $216,450, which resulted in a gain on settlement of
$112,634 during the quarter ended June 30, 2003.


<PAGE>

The Company received $30,000 for 230,769 common shares which are reflected in
issuable shares at June 30, 2003.

STOCK OPTIONS

On December 2, 2002, the Company granted anti-dilutive options under a new
employment contract with its Director of Operations. The employee is to receive
options to purchase an aggregate 5% of the issued and outstanding common shares
during the three year term of the contract at an exercise price of $0.20 per
share. Accordingly, 368,968 options were issuable to the employee as of June 30,
2003. As the ultimate quantity of options to be granted under the agreement is
variable based on the 5% provision, the options are accounted for as variable
with the aggregate compensation adjusted up or down based on a revaluation at
each balance sheet date. The options had no value at June 30, 2003 using the
intrinsic value method under APB 25 resulting in a credit to compensation
expense of $11,243 for the three months ended June 30, 2003.


Note 4 GOING CONCERN
----------------------

As reflected in the accompanying financial statements, the Company has a net
loss for the three months ended June 30, 2003 of $571,512, a stockholders'
deficiency of $961,162 and a deficit accumulated during the development stage of
$6,274,294 at June 30, 2003; cash used in operations for the three months ended
June 30, 2003 of $97,468, a working capital deficit of $961,162 at June 30,
2003, and is a development stage company with no revenues. The ability of the
Company to continue as a going concern is dependent on the Company's ability to
further implement its business plan, raise capital, and generate revenues.

In July 2003, the Company acquired a license for a certain patent, which it
plans to commercialize. Management believes this will enhance the Company's
ability to raise the capital necessary to implement its business plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern


Note 5   SUBSEQUENT EVENTS
--------------------------

On April 7, 2003, the Company executed that certain Asset Purchase Agreement
(the "Asset Purchase Agreement"), with John Simpson of, pursuant to which the
Company acquired United States Patent #6,530,580 (the "Patent") in exchange for
711,992 shares of Dtomi's common stock and the assumption by Dtomi of certain
liabilities relating to costs associated with commercializing the technology
underlying the Patent.

The Company subsequently determined that its interests were best served by
licensing the Patent from Mr. Simpson, rather than acquiring the Patent by an
outright purchase. Accordingly, on August 5, 2003, Dtomi executed that certain
Assignment of Patent Rights Agreement ("Assignment of Patent Rights Agreement")
with Mr. Simpson, pursuant to which the Patent that Dtomi had previously
acquired was assigned to Mr. Simpson. At the same time, Dtomi and Mr. Simpson
executed that certain Mutual Release and Termination Agreement ("Mutual Release
and Termination Agreement"), pursuant to which the Asset Purchase Agreement was
terminated.


<PAGE>

In connection with the Patent assignment, Mr. Simpson resigned from his position
as President of Dtomi, effective July 31, 2003.

On July 31, 2003, Dtomi executed that certain Exclusive Patent License Agreement
("Exclusive Patent License Agreement"), pursuant to which Mr. Simpson granted an
exclusive right and license to use the Patent. The Exclusive Patent License
Agreement became effective on August 5, 2003 for a term of twenty years. An
initial payment of $50,000 was required at the signing of the agreement, and
thereafter Dtomi will pay a monthly license fee in the amount of $10,000
beginning on September 1, 2003 through the term of the agreement. At the same
time, Dtomi executed that certain Consulting Services Agreement ("Consulting
Services Agreement"), pursuant to which Mr. Simpson agreed to provide to Dtomi,
on an as needed basis by Dtomi, forty (40) hours per month of consulting
services, which include advising, consulting, and strategizing on matters
relating to the commercialization of the Patent, in consideration for which
Dtomi agreed to grant Mr. Simpson a sufficient quantity of common shares of
Dtomi such that Mr. Simpson shall own (i) thirty percent (30%) of all issued and
outstanding shares of Dtomi upon execution of the agreement; (ii) twenty four
point three percent (25%) upon Dtomi receiving at least Six Hundred Thousand
Dollars ($600,000) of either investment capital or in-kind consideration; and
(iii) twenty-two percent (22%) upon Dtomi receiving at least One Million Dollars
($1,000,000) of either investment capital or in-kind consideration.




<PAGE>



OVERVIEW

Certain statements in this registration statement, as well as statements made by
the Company in periodic press  releases,  oral  statements made by the Company's
officials to analysts and shareholders in the course of presentations  about the
company,  constitute  "forward-looking  statements"  within  the  meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may cause the actual results, performance or achievements of the company to
be materially  different from any future  results,  performance or  achievements
expressed or implied by the forward looking  statements.  Such factors  include,
among other things, (1) general economic and business  conditions;  (2) interest
rate changes;  (3) the relative  stability of the debt and equity  markets;  (4)
competition;  (5) demographic changes; (6) government regulations;  (7) required
accounting  changes;  and (9) other factors over which the Company has little or
no control.

References in this document to "Dtomi",  "the  Company",  "we",  "us," and "our"
refer to Dtomi, Inc.

AIRSPRING  AXLE.  Dtomi is in the process of shifting is primary  focus from the
Dtomi Manufacturing  Database to the innovative patent pending AirSpring Axle to
which  Dtomi has  exclusive  manufacturing  and  marketing/distribution  rights.
Please see Dtomi Form 8-K filed April 10, 2003 for a more  complete  description
of the AirSpring Axle

DTOMI MANUFACTURING  DATABASE.  Dtomi continues to provide sales,  marketing and
sourcing  information to both corporate and consumer  clientele with  particular
specialization  for the  manufacturing  industry.  This is  achieved by a patent
pending  database  software engine that amalgamates  government  economic census
data  with  a  domestic   manufacturing   database  of   approximately   400,000
manufacturing firms rendering valuable information to the manufacturing industry
for increasing market share and finding prospective clients. Additionally, Dtomi
will  utilize an  outbound  call  center and state of the art CSM  software  for
permission  based  lead  generation  programs.  Dtomi  also  has  several  other
a-la-carte  revenue  products  and  services  that  promulgate  this  data  into
profitable revenue for any manufacturing company.

Other Dtomi services include the following:

     o    LIST MANAGEMENT.  Dtomi, Inc. has a nonexclusive  marketing  agreement
          relating  to  an   Intranet/Extranet   e-mail  marketing  and  content
          management product application that allows users to store, grouped and
          categorized  an  unlimited  number of email  contacts  so as to target
          select markets chosen by the users. With the List Management  back-end
          tracking  and  reporting  ability,  the email  activity is recorded to
          create evaluation  reports that detail whether the email was discarded
          by the recipient,  read by the recipient,  forwarded by the recipient,
          to whom it was  forwarded and the ultimate  disposition  of the email.
          This is of particular  importance to assess the  effectiveness  of the
          campaign.

     o    WEBSITE DESIGN,  MANAGEMENT,  LOGO DESIGN, MAINTAIN "LEAD GENERATION".
          Dtomi, Inc. has a nonexclusive marketing agreement relating to website
          design, management and hosting;  technical management of a menu driven
          standard  do-it-yourself  website  design for DTOMI,  Inc.  customers;
          technical  expertise for custom logo design;  intellectual  technology
          necessary to manage and maintain database technology relating to "lead
          generation".

     o    OPT-IN  EMAIL  DISTRIBUTION.  Dtomi,  Inc.  has a marketing  agreement
          relating to "test  market  emails" for new products  and/or  services.
          Dtomi,  Inc.  has the ability to supply to its  customer  "test market
          emails" for the sale of  products  not to exceed an  aggregate  of one
          million opt-in emails per calendar  month. If the "test market emails"
          are successful,  Dtomi,  Inc. has the ability for further opt-in email
          distribution to advertise,  promote,  sell and distribute products and
          services to  demographically  defined  opt-in email  recipients.  This
          service  includes the capability to process all valid purchase  orders
          including  credit  card  and all  other  acceptable  valid  electronic
          payment.

     o    HYPERLINK  DTOMI,  INC. TO THE INCORPORATE USA, INC.  WEBSITE.  Dtomi,
          Inc. has an agreement with Incorporate  USA, Inc. whereby  Incorporate
          USA will refer and recommend all of its new business clients to DTOMI,

<PAGE>

          Inc. for website  development,  website  hosting and logo  design.  In
          addition to traditional oral and written recommendations,  Incorporate
          USA, Inc. will  hyperlink  DTOMI,  Inc. to the  Incorporate  USA, Inc.
          website at the  "website  design"  button  and such  other  buttons as
          relate thereto.

     o    INTRANET/EXTRANET.   The  Intranet/Extranet   application  allows  for
          deployment and  functionality  for small to mid-sized  business.  This
          online   tool   is   designed   to   provide   enhanced   inter-office
          communications,   operations  and  overall  office   productivity  for
          individuals, departments, businesses and organizations with single and
          multiple  locations.  The application is designed with a user-friendly
          interface  that should allow  employees to begin using the system with
          little or no  assistance.  The  Intranet/Extranet  application  allows
          end-user/client   protected  access  to  privileged  client  data  via
          password protected Intranet within a single office network or extranet
          via the World Wide Web.

     o    AIR SPRING.  On April 7, 2003 Dtomi, Inc. closed on its acquisition of
          the Air Spring  Powered  Lowerable  Suspension  Assembly  Axle patent,
          hereafter  referred to as the "Air Spring".  As an integrated  part of
          the Air Spring asset  purchase,  the Company  reverse split the issued
          and  outstanding  shares from 19,417,981 to 970,899 and 711,992 shares
          from its treasury to John E. Simpson in connection with the assignment
          of the Air Spring  patent to the  Company.  John E.  Simpson  has been
          elected by the Board of  Directors  as  President  of Dtomi,  Inc. and
          appointed to serve on the Board of  Directors.  The Air Spring with an
          axle to be  lowered to ground  level or set at a  required  height for
          loading,  unloading  and  transportation.  It is the  intention of the
          Company to market the Air Spring and to license to others the right to
          manufacture the Air Spring.

Activities  during  the  development  stage  include   fundraising   activities,
development of proprietary software and intellectual property and implementation
of the business plan.

The Company has incurred significant losses since inception,  and as of June 30,
2003 had a deficit  accumulated  during the development  stage of  approximately
$6,255,485,.  The Company will continue to require additional capital during the
development  stage and until the revenue  grows  sufficiently  to cover  ongoing
operating  costs,  continuing  development of the AirSpring axle,  including the
costs of sales and marketing efforts.  There can be no assurances that this will
occur.  The Company has made a significant  investment in the development of the
Company's  website,   purchase  of  domain  names,  branding,   marketing,   and
maintaining  operations.  The  Company  will  incur  expenses  relating  to  the
marketing and sales of the Air Spring axle.

As of the date of this report, the Company has utilized substantially all of its
available funding. The Company's  continuation as a going concern will depend on
its ability to generate  sufficient cash flow from operations to cover operating
costs,  or to raise  additional  capital.  No  assurance  can be given  that the
Company will be able to generate  adequate  cash flow to fund ongoing  operating
costs or to raise  additional  funds.  Because of an absence of sufficient  cash
flow, the Company has been required to limit operations.

Effective April 7, 2003, the Company effected a 1-for-20 reverse split. Prior to
the  reverse  split the  Company had issued and  outstanding  19,417,981  common
shares  $0.001 par value per share.  The reverse  split  reduced  this number to
970,899  common shares and provided for an additional 122 shares for rounding up
fractional  shares.  Additional shares issued and issuable through June 30, 2003
bring the balance of outstanding shares for accounting  purposes to 7,741,153 at
June 30, 2003. (includes 730,769 issuable common shares)

MATERIAL CHANGES IN FINANCIAL CONDITION

The Company's  cash balance  decreased to $1,209 at June 30, 2003 from $6,269 at
December  31,  2002.  The Company has been  primarily  funded with loans in 2003
which  have been used to pay  corporate  expenses.  The change in  property  and
equipment from 2002 to 2003 is primarily depreciation

<PAGE>

Notes and Loans  Payable  decreased  from  $483,530 as of  December  31, 2003 to
$189,000 at June 30,  2003,  a decrease  of  $294,530.  Loans of  $294,530  were
exchanged for 1,665,000 common shares in June 2003

The Company  continues to fall behind in its Accounts  Payable to third  parties
and related  parties (the related party amount  represents  attorney fees due to
the Company  attorney and chairman of the board of Directors) which increased by
$104,018 in 2003. This amount will continue to grow as the Company  continues to
develop its products and until Company  operations can begin producing income to
support the operational expenses.

Interest  accrues on the above mentioned  loans which accrual  decreased for the
second quarter of 2003 by $16,330 from the $34,000 amount for December 31, 2002.
This net  decrease  represents  the  result of  converting  a portion of debt to
Company common equity.

The $46,399 Due  Affiliate  as of June 30, 2003 is the sum that the Company owes
to New Millennium Media International,  Inc. New Millennium Media International,
Inc. is considered an affiliate  because the Company leased office and warehouse
space from New Millennium Media  International,  Inc. The president and chairman
of the boar of New Millennium Media International, Inc. is also the president of
Dtomi.

Accrued  Compensation  increased from $20,456 at December 31, 2002 to $27,656 at
June 30, 2003.  These  amounts are the result of the Company  officers  accruing
their  salaries until such time as the Company is able to afford to pay salaries
from cash flow.

Liabilities of $300,000 were assumed in the acquisition of assets and assumption
of liabilities in April 2003. We paid $19,000 of these in the second quarter.

The  Company  raised  $37,000 in April  2003 from the  issuance  of  convertible
debentures.

The  cumulative  effect of these  liabilities  is an increase  of Total  Current
Liabilities of $133,766 from $876,675 at December 31, 2002 to $1,010,441 at June
30,  2003.  Liabilities  will  continue to increase as the Company  continues to
develop its AirSpring and other products that are noted above.

The additional  paid-in capital  increased  $811,522 from $4,801,698 at December
31, 2002 to $5,613,220  at June 30, 2003.  The increase is primarily a result of
the  valuation  of  shares  issued  for  services.  A portion  of that  expense,
$297,829, is deferred as a component of stockholders' equity at June 30, 2003.


RESULTS OF OPERATIONS

The Company had no revenues  for the three and six months  ended June 30,  2003.
The  Company  is  currently  using  its best  effort  to raise  capital  to fund
operations and to further the development of the Air Spring project. The Company
has reduced its employee roster to two. Because of an absence of sufficient cash
flow,  the Company has been  required  to limit  operations.  The Company had no
recorded cost of revenues for the three and six months ended June 30, 2003. This
lack of revenue and cost revenue is the result of the company  restructuring its
overall business plan.

Operating Expenses

The Compensation increased from $(1,111,702) for the quarter ended June 30, 2002
to $26,107  for the same  period of 2003,  a net  increase  of  $1,137,809.  The
increase in compensation is the result of salaries accrued for the two employees
reduced by credit to compensation expense for the variable accounting adjustment
for options  granted to one employee.  The primary reason for the large negative

<PAGE>

balance  in the prior  period is due to a  variable  accounting  adjustment  for
equity instruments.

The  Consulting  expenses  increased  from  $65,600 to  $133,931  for the second
quarters of 2002 and 2003,  respectively.  This rise in  consulting  fees is due
primarily to  consulting  advise  received by Dtomi  relating to the  patenting,
development,  marketing  and  sales of the  AirSpring  axle as well as  expenses
incurred in an effort to assist in obtaining additional funding for the Company.
This is the  result of  issuance  of shares of  common  stock in  prepayment  of
consulting  services to be rendered and  amortization of such deferred  expenses
over the applicable service periods

Resulting  out  of  the  International  Manufacturers  Gateway  to  Dtomi  Asset
Purchase, the Company owns depreciable assets for which the depreciation for the
second three months of 2003 is calculated  to be $7,590  compared to $39,255 for
the same period of 2002.  The  decrease  occurs  since  substantial  assets were
impaired at the end of fiscal year 2002.

Notwithstanding that the Company is functional with its focus on the development
and marketing of the AirSpring  axle,  the Company  activity  during this second
quarter is such that the General and Administrative expenses are limited in lieu
of consultants as noted above.  As a result of this limited  corporate  activity
during this second quarter of 2003, the General and  Administrative  expense was
reduced to $5,813 as  compared  to a year ago,  $2,445.  The  Professional  fees
increased  from $51,110 for this second  quarter of 2002 compared to $88,361 for
the same period of 2003, an increase of $37,251,  73%. These  professional  fees
relate to the general  accounting  fees and legal fees relating to the AirSpring
axle.

The  Company  continues  to rent  office and storage  space;  however,  when the
Company  does not have  sufficient  revenue to pay current  rent,  rent  accrues
monthly at a rate of $5,136.  The rent expense for the second quarter of 2003 is
$15,408 compared to $7,136 for the second quarter of 2002.

Other than the reasons  expressed  above  relating to the second quarter of 2002
Consulting  fees, the consequence of the efforts by the Company  relating to the
further  development,  marketing  and  sales of the  AirSpring  axle are a major
contributing  factor  that  give  rise to the  Total  Operating  Expenses  being
decreased  from  $946,156 in the period  ended June 30, 2002 to $674,385 for the
same  period of 2003.  The lack of  Revenue  yields a major  factor in Loss from
Operations. from

The Net Settlement Gain, $112,634, is the result of settlement of the San Rafael
Consulting Group, LLC. Debt and related accrued interest.

The Company  continues to incur costs,  but has not secured adequate new revenue
to cover the costs.

LIQUIDITY AND CAPITAL RESOURCES
The Company does not currently  have an adequate  source of reliable,  long-term
revenue to fund operations.  As a result, Dtomi is reliant on outside sources of
capital funding.  There can be no assurances that the Company will in the future
achieve a consistent and reliable  revenue stream adequate to support  continued
operations.  In addition,  there are no assurances that the Company will be able
to secure adequate sources of new capital funding,  whether it is in the form of
share capital, debt, or other financing sources.

PLAN OF OPERATION FOR THE NEXT 12 MONTHS
We estimate our business needs require an additional $1,000,000 cash infusion to
carry it through the next 12 months.  If the financing is made  available,  over
the next  twelve  months  our plan of  operation  calls for  continued  focus on
developing our operations by furthering our business plan that calls for further
development,  marketing  and  sales  of the Air  Spring  as  well as  continuing
operation  of  the  Dtomi  manufacturing   database.  The  additional  necessary
financing would be utilized for current overhead and operating  expenses as well
as  creating a second  AirSpring  prototype  intended  to be used for showing to

<PAGE>

prospective  commercial customers and investors.  In order to become profitable,
we may still need to secure  additional  debt or equity  funding.  We hope to be
able to raise additional funds from an offering of our stock in the future. This
would either be a registered  offering of securities or a private placement.  We
have not made any decision on the possible structure of this offering.  Further,
this  offering  may not  occur,  or if it  occurs,  may not raise  the  required
funding.  There are no  preliminary or definitive  agreements or  understandings
with any party for such financing.

RISK RELATED TO THE COMPANY'S BUSINESS

HISTORY OF LARGE OPERATING LOSSES
Since inception, the Company has not had adequate revenue to support operations.
The Company has significantly reduced ongoing operating expenses. However, there
can be no  assurance  that the  Company  will  achieve  positive  cash  flow and
operating profitability.

NEED FOR ADDITIONAL CAPITAL
The Company has recorded substantial  operating losses and, as of June 30, 2003,
has a deficit  accumulated  during  the  development  stage of  $6,255,485.  The
Company  does not  currently  have  adequate  cash flow or  existing  revenue to
provide operating  capital.  The Company is currently looking for new sources of
revenue  that it expects will help fund  Dtomi's  business for the  remainder of
fiscal 2003. There can be no assurances that this will be achieved.

Because we are a development stage company with no significant operating history
and a poor  financial  condition,  we  may be  unsuccessful  in  obtaining  such
financing or the amount of the financing may be minimal and therefore inadequate
to implement our plan of operations.  We have no alternative plan of operations.
In the event that we do not receive  financing or our financing is inadequate or
if we do not adequately implement an alternative plan of operations that enables
us to conduct operations without having received adequate financing, we may have
to liquidate our business and undertake any or all of the following actions:

     o    Sell or dispose of our assets;

     o    Pay our liabilities in order of priority, if we have available cash to
          pay such liabilities;

     o    If any cash  remains  after we satisfy  amounts due to our  creditors,
          distribute any remaining cash to our  shareholders  in an amount equal
          to the net market value of our net assets;

     o    File a Certificate of Dissolution with the State of Nevada to dissolve
          our corporation and close our business;

     o    Make  the  appropriate   filings  with  the  Securities  and  Exchange
          Commission  so that we will no longer be required to file periodic and
          other required  reports with the  Securities and Exchange  Commission;
          and

     o    Make the appropriate filings with the National Association of Security
          Dealers to affect a de-listing of our common stock,  if, in fact,  our
          common stock is trading on the Over-the-Counter Bulletin Board at that
          time.

SUCCESS DEPENDS ON KEY PERSONNEL; NO "KEY MAN" LIFE INSURANCE
Future  performance  depends on the continued  service of John "JT" Thatch,  the
Company's CEO and John E. Simpson, the Company's President, and their ability to
attract,  train, and retain additional technical,  marketing,  customer support,
and management personnel. The loss of Mr. Thatch or Mr. Simpson could negatively
impact the  Company,  and there is no "key man" life  insurance in force at this
time.  Competition  for  qualified  personnel  is  intense,  and there can be no
assurance  that the  Company  will retain key  employees,  or attract and retain
other needed personnel.

VOLATILITY IN STOCK PRICE
The stock market and especially the stock prices of technology related companies
have been very  volatile.  This  volatility  may not be related to the operating
performance  of  the  companies.   The  broad  market  volatility  and  industry
volatility  may reduce the price of the Company's  stock  without  regard to the

<PAGE>

Company's operating  performance.  The market price of the Company's stock could
significantly  decrease  at  any  time  as a  result  of  this  volatility.  The
uncertainty  that results  from such  volatility  can itself  depress the market
price of the Company's stock.

BASED UPON OUR  CURRENT  ASSETS WE WILL NOT HAVE THE ABILITY TO  DISTRIBUTE  ANY
CASH TO OUR  SHAREHOLDERS  If we have  any  liabilities  that we are  unable  to
satisfy and we qualify for  protection  under the U.S.  Bankruptcy  Code, we may
voluntarily  file for  reorganization  under  Chapter  11 or  liquidation  under
Chapter 7. Our  creditors  may also file a Chapter 7 or  Chapter  11  bankruptcy
action  against  us. If our  creditors  or we file for  Chapter 7 or  Chapter 11
bankruptcy,  our creditors will take priority over our shareholders.  If we fail
to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors, such
creditors may institute proceedings against us seeking forfeiture of our assets,
if any. We do not know and cannot  determine  which, if any, of these actions we
will be forced to take.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Registrant is a Small business  issuer as defined by these  Regulations and need
not provide the information required by this Item 3.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

COMMON STOCK ISSUED

On or around  April 2, 2003,  Dtomi  effected a  1-for-20  reverse  split of its
issued and outstanding stock.

On or around April 11, 2003,  the Company  issued  shares of common stock of the
Company  pursuant to a beneficial  owner round up: (A) RBC Dain  Rauscher - four
(4) shares of common  stock;  (B) National  Investor - four (4) shares of common
stock;  (C) E*Trade Clearing - sixteen (16) shares of common stockl and (D) USAA
Investment  - one (1) share of common  stock.  The Company  issued the shares in
reliance on the  exemption  from  registration  afforded by Section  4(2) of the
Securities Act of 1933 (the "Securities Act").

On or around April 15, 2003,  the Company  issued  shares of common stock of the
Company  pursuant  to a  beneficial  owner round up: (A)  Ameritrade  Clearing -
twenty-four  (24) shares of common stock;  (B) Cede & Co - twelve (12) shares of
common stock.  The Company  issued the shares in reliance on the exemption  from
registration afforded by Section 4(2) of the Securities Act.

On or around April 17, 2003,  the Company  issued  shares of common stock of the
Company  pursuant to Section 4(2) of the Securities Act pursuant to a beneficial
owner round up: (A)  Merrill  Lynch & Co. - one (1) share of common  stock.  The
Company  issued  the  shares in  reliance  on the  exemption  from  registration
afforded by Section 4(2) of the Securities Act.

On or around June 4, 2003,  the  Company  issued  shares of common  stock of the
Company  to  the  following   individuals  or  entities,  in  consideration  for
cancellation  of the two  hundred  ninety four  thousand,  five  hundred  thirty
dollars   ($294,530)  debt  to  San  Rafael   Consulting   Group:   (A)  Integra
International - two hundred fifty thousand (250,000) shares of common stock; (B)
Eric Okamoto - three hundred  thousand  (300,000)  shares of common  stock;  (C)
First London Finance - two hundred  thousand  (200,000)  shares of common stock;

<PAGE>

(D) Pinnacle  Covenant - two hundred sixty thousand  (260,000)  shares of common
stock; (E) Zaida Torres - ninety five thousand  (95,000) shares of common stock;
(F) Michael  Schliman - one hundred  thousand  (100,000) shares of common stock;
(G) Glen Adams - fifty thousand  (50,000) shares of common stock;  and (H) Sarah
Dankert - four  hundred  ten  thousand  (410,000)  shares of common  stock.  The
Company  issued  the  shares in  reliance  on the  exemption  from  registration
afforded by Section 4(2) of the Securities Act.

On or around June 4, 2003,  the Company issued four hundred  thousand  (400,000)
shares of common  stock of the  Company  to John  Simpson in  consideration  for
services  rendered.  On June 5, 2003,  the Company  issued seven hundred  eleven
thousand,  nine  hundred  ninety  two  (711,992)  shares of common  stock of the
Company to John Simpson in  consideration of Mr. Simpson's sale of the Patent to
the Company.  The 400,000  shares issued on June 4, 2003 were  attributed to the
711,992  shares  subsequently  issued on June 5, 2003.  The  Company  issued the
711,992 in reliance on the exemption from registration  afforded by Section 4(2)
of the Securities Act.

One or around June 11, 2003,  the Company  issued  shares of common stock of the
Company  pursuant  to the  Section 4.2 of the  Securities  Act as  follows:  (A)
Pursuant to consulting  agreements  between the Company and (i) Edward Klaeger -
two hundred thousand  (200,000)  shares of common stock;  (ii) Joel Fedder - two
hundred thousand  (200,000) shares of common stock;  (iii) Francesco  Pasquali -
four hundred two thousand,  three hundred thirty four (402,334) shares of common
stock; (iv) San Rafael Consulting - five hundred fifty thousand (550,000) shares
of common  stock;  (v)  Bishop's  Gate  Partners  - four  hundred  ten  thousand
(410,000)  shares of common stock;  (vi) Andrew  Fisher - four hundred  thousand
(400,000)  shares of common stock;  (vii) Teresa Ruddle - three hundred thousand
(300,000)  shares of common stock;  and (viii) Rangeley  Company - three hundred
thousand  (300,000)  shares of common stock;  and (B) Pursuant to the engagement
agreement  (the  "Engagement  Agreement")  between  The Otto Law  Group  and the
Company,  the Company issued five hundred  thousand  (500,000)  shares of common
stock. The Company registered the aforementioned shares on Form S-8.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5.  OTHER INFORMATION

On April 7, 2003,  the Company  executed that certain Asset  Purchase  Agreement
(the "Asset  Purchase  Agreement"),  with John Simpson of, pursuant to which the
Company acquired United States Patent  #6,530,580 (the "Patent") in exchange for
711,992  shares of Dtomi's  common stock and the  assumption by Dtomi of certain
liabilities  relating to costs  associated with  commercializing  the technology
underlying  the Patent.  A copy of the Asset  Purchase  Agreement is attached as
Exhibit 10 to the Company's 8-K filed April 10, 2003.

The  Company  subsequently  determined  that its  interests  were best served by
licensing the Patent from Mr.  Simpson,  rather than  acquiring the Patent by an
outright purchase.  Accordingly,  on August 5, 2003, Dtomi executed that certain
Assignment of Patent Rights Agreement  ("Assignment of Patent Rights Agreement")
with Mr.  Simpson,  pursuant  to which the  Patent  that  Dtomi  had  previously
acquired was assigned to Mr.  Simpson.  At the same time,  Dtomi and Mr. Simpson
executed that certain Mutual Release and Termination  Agreement ("Mutual Release
and Termination Agreement"),  pursuant to which the Asset Purchase Agreement was
terminated.

<PAGE>

In connection with the Patent assignment, Mr. Simpson resigned from his position
as President of Dtomi, effective July 31, 2003.

On July 31, 2003, Dtomi executed that certain Exclusive Patent License Agreement
("Exclusive Patent License Agreement"), pursuant to which Mr. Simpson granted an
exclusive  right and license to use the Patent.  The  Exclusive  Patent  License
Agreement  became  effective on August 5, 2003. At the same time, Dtomi executed
that certain Consulting Services Agreement  ("Consulting  Services  Agreement"),
pursuant to which Mr. Simpson agreed to provide to Dtomi,  on an as needed basis
by Dtomi,  forty  (40) hours per month of  consulting  services,  which  include
advising,   consulting,   and   strategizing   on   matters   relating   to  the
commercialization  of the Patent,  in  consideration  for which Dtomi  agreed to
grant Mr. Simpson a sufficient  quantity of common shares of Dtomi such that Mr.
Simpson shall own (i) thirty percent (30%) of all issued and outstanding  shares
of Dtomi upon execution of the  agreement;  (ii) twenty four point three percent
(24.3%) upon Dtomi receiving at least Six Hundred Thousand Dollars ($600,000) of
either investment capital or in-kind consideration; and (iii) twenty-two percent
(22%) upon Dtomi receiving at least One Million  Dollars  ($1,000,000) of either
investment  capital or in-kind  consideration.  The  711,992  shares  previously
issued to Mr.  Simpson  on June 5, 2003 are to be  attributed  to the shares Mr.
Simpson  will  receive  in  consideration  for  his  services  pursuant  to  the
Consulting Services Agreement.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
Number                              Description

+2.1 2.1 *Asset Purchase Agreement between the Company and John Simpson dated as
     of April 7, 2003  (incorporated  herein by  reference  to Exhibit 10 to the
     Company's 8-K filed April 10, 2003).

+3.1 3.1 *Amended  Articles of  Incorporation  of the Company  (Incorporated  by
     reference from our registration statement on Form 10-SB12G/A filed with the
     commission on November 26,1999 - - File No. 0-27277.).

+3.2 3.2 *Amended and Restated Bylaws of the Company  (Incorporated by reference
     from  our  registration   statement  on  Form  10-SB12G/A  filed  with  the
     commission on November 26,1999 - - File No. 0-27277.).

     10.1  *Assignment of Patent Rights  Agreement  between the Company and John
     Simpson dated August 5, 2003  (incorporated  herein by reference to Exhibit
     10.1 to the Company's 8-K filed August 19, 2003).

     10.2 *Mutual Release and Termination Agreement between the Company and John
     Simpson  dated July 18, 2003  (incorporated  herein by reference to Exhibit
     10.2 to the Company's 8-K filed August 19, 2003).

     10.3  *Exclusive  Patent  License  Agreement  between  the Company and John
     Simpson  dated July 31, 2003  (incorporated  herein by reference to Exhibit
     10.3 to the Company's 8-K filed August 19, 2003).

     10.4 *Consulting  Services  Agreement  between the Company and John Simpson
     dated July 31, 2003  (incorporated  herein by  reference to Exhibit 10.4 to
     the Company's 8-K filed August 19, 2003).

     13   *Form 10-KSB for year ending December 31, 2002.


<PAGE>

     99.1 CEO  and  CFO   Certification   Pursuant   to   Section   906  of  the
          Sarbanes-Oxley Act of 2002.

         * Incorporated herein by reference as indicated.

(b) Reports on Form 8-K

On  January  31,2003,  the  Company  filed a Form  8-K/A  giving  notice  of the
termination of the Share Exchange Agreement with Network 60, LLC.

On April 10,  2003,  the Company  filed Form 8-K  relating  to: a binding  Asset
Purchase  Agreement with John E. Simpson to purchase all of the seller's  right,
title and  interest  in the air spring  powered  lowerable  suspension  assembly
patent, Patent No. 6,530,580;  the Company effecting a 1-for-20 reverse-split of
its  issued  and  outstanding  stock;  the  resignation  of John "JT"  Thatch as
president  of the  Company  and the  appointment  of John E.  Simpson as Company
president and director.

On August 19, 2003, the Company filed Form 8-K/A relating to: the termination of
the Asset  Purchase  Agreement  with Mr.  Simpson;  the assignment of Patent No.
6,530,580  from  the  Company  to Mr.  Simpson;  the  binding  Exclusive  Patent
Licensing  Agreement with Mr. Simpson,  granting a license to the Company to use
the Patent; the resignation of Mr. Simpson as president of the Company;  and the
Consulting Agreement entered into between the Company and Mr. Simpson.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                   Dtomi, Inc.
                                   (Name of Registrant)


Date:  August ___, 2003            By: /s/ John "JT" Thatch
                                      -------------------------------------
                                   John "JT" Thatch, CEO/Director/acting CFO


<PAGE>





EXHIBIT INDEX

Exhibit
Number                              Description

+2.1     2.1 *Asset  Purchase  Agreement  between the  Company and John  Simpson
         dated as of April 7, 2003 (incorporated  herein by reference to Exhibit
         10 to the Company's 8-K filed April 10, 2003.

+3.1     3.1 *Amended Articles of Incorporation of the Company  (Incorporated by
         reference from our registration statement on Form 10-SB12G/A filed with
         the commission on November 26,1999 - - File No. 0-27277.).

+3.2     3.2  *Amended  and  Restated  Bylaws of the  Company  (Incorporated  by
         reference from our registration statement on Form 10-SB12G/A filed with
         the commission on November 26,1999 - - File No. 0-27277.).

         10.1  *Assignment  of Patent Rights  Agreement  between the Company and
         John Simpson dated August 5, 2003 (incorporated  herein by reference to
         Exhibit 10.1 to the Company's 8-K filed August 19, 2003).

         10.2 *Mutual Release and Termination  Agreement between the Company and
         John Simpson dated July 18, 2003  (incorporated  herein by reference to
         Exhibit 10.2 to the Company's 8-K filed August 19, 2003).

         10.3 *Exclusive  Patent License  Agreement between the Company and John
         Simpson  dated  July 31,  2003  (incorporated  herein by  reference  to
         Exhibit 10.3 to the Company's 8-K filed August 19, 2003).

         10.4  *Consulting  Services  Agreement  between  the  Company  and John
         Simpson  dated  July 31,  2003  (incorporated  herein by  reference  to
         Exhibit 10.4 to the Company's 8-K filed August 19, 2003).

         13       *Form 10-KSB for year ending December 31, 2002.

         31.1     CEO and  CFO  Certification  Pursuant  to  Section  302 of the
                  Sarbanes-Oxley Act of 2002.

         32.1     CEO and  CFO  Certification  Pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.

         * Incorporated herein by reference as indicated.